PlanetOut board gives largest shareholder a pass on poison-pill measure
Funds run by Austin Marxe and David Greenhouse will be excluded from the definition of an “Acquiring Person” under PlanetOut’s shareholder rights agreement, commonly referred to as a “poison pill”, despite the fact that the two investors have acquired more than 15 percent of the shares outstanding, an amount that would normally trigger the agreement designed to frustrate hostile takeovers.
But the decision by the board March 20 to carve out an exception for Marxe and Greenhouse can be rescinded by the board if the men acquire any more shares. Earlier this month, they more than doubled their stake in the San Francisco based media company by buying 555,454 more shares, leaving them owning 1.03 million, or 25 percent.
The board could also decide at any time that it is “not in the best interests” of the company to continue to exclude them.
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Hmmm, seems pretty bogus to me. They set up a poison pill to protect their jobs, but then once they mismanage the company they offer special exemptions to their biggest investors so that they can stay employed. If they needed fresh capital that bad, they should have recinded the pill so that all investors are treated fairly.